58


John Lewis Partnership plc Annual Report and Accounts 2014


OUR GOVERNANCE APPROACH CONTINUED


The Partnership Board continued The Partnership Board and its members in more detail


CHAIRMAN


Sir Charlie Mayfield holds the position of Chairman. This is an executive role. He is Chairman of the Partnership by virtue of his appointment as the Chairman of the Trust Company. More information about the Chairman’s role as a governing authority can be found above on page 55.


DEPUTY CHAIRMAN


Mark Price holds the position of Deputy Chairman of the Partnership Board by virtue of his position as Deputy Chairman of the Trust Company. He is also an Executive Director and Managing Director of Waitrose.


The Deputy Chairman acts as a sounding board for the Chairman and the other Directors and where necessary is available to Partners if they have concerns.


David Barclay was Deputy Chairman until 18 August 2013.


EXECUTIVE DIRECTORS


The Executive Directors at the date of this report are Tracey Killen, Patrick Lewis, Sir Charlie Mayfield, Mark Price, Andy Street and Helen Weir.


The appointment of Executive Directors is subject to recommendation by the Chairman’s Nominations Committee, which takes into account, among other things, the make-up of the Partnership Board and its balance of skills, experience and diversity.


PARTNERS’ COUNSELLOR


The Partners’ Counsellor, Jane Burgess, is appointed by the Chairman and is a Director of the Partnership Board in accordance with the Constitution.


The Partners’ Counsellor monitors and upholds the integrity of the business, its values and ethics as enshrined in the Constitution. The Partners’ Counsellor has responsibility for the independence, health and effectiveness of the Partnership’s elected representative bodies. She is responsible for Registry, whose purpose is to ensure Partners’ views and opinions are heard. She helps shape the future success of the Partnership and obtains assurance for Partners about the strength of the business and of the democracy and that due regard is paid to Partners’ interests.


The relationship between the Partners’ Counsellor, Elected Directors and Partners enables Partners’ views to be communicated to the Partnership Board as a whole, allowing the Partnership Board to maintain a balanced understanding of the issues and concerns of Partners.


ELECTED DIRECTORS


The Constitution provides that five Partners are elected to the Partnership Board. The Elected Directors at the date of this report are Kate Brewer, Steve Gardiner, Kim Lowe, Kevin Payne and Dan Smith.


Elected Directors are appointed in accordance with the democratic process, by a vote of the Partnership Council during each three year term of the Council. Elections last took place in 2012. Following Noel Saunders’ retirement, a by-election was also held in 2013, leading to Kate Brewer’s appointment to the Partnership Board.


While Elected Directors must act in accordance with their statutory duties, through their constitutional role, they must remain mindful of Partners’ best interests. The Elected Directors are Partners, but they are independent of the management of the Partnership and they have no executive responsibilities on the Board. Their role is to test decisions and proposals by the executive from the perspective of the democracy. The Partnership Board determines that the Elected Directors are independent for the purpose of considering matters reserved to the Board for decision, regardless of the fact that they are Partners.


In addition to attending Partnership Board meetings, the Elected Directors also meet together without the Executive Directors, led by the Partners’ Counsellor.


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